Mar 2023
As discussed in Conyers’ BVI Alert, Recent Amendments to BVI Company Law: Four Key Changes, every BVI company has an obligation commencing in 2024 to prepare and file an annual return. Failure to file an annual return on a timely basis will mean that the company is no longer in good standing. The form of the annual return has been published and fortunately a simple balance sheet and income statement will suffice.
The BVI Business Companies (Amendment) Act, 2022 introduced a new requirement for BVI companies to prepare and file with their registered agent an “annual return” containing certain prescribed financial information. The BVI Business Companies (Financial Return) Order, 2023 (the “Order”) sets out the required form of the annual return. In summary, the Order confirms that the annual return must include a simple balance sheet and income statement in a conventional format. There is no requirement to use any particular form of accounting standard, but directors of a BVI company have duties to use reasonable care and to ensure the financial position of the company can be determined with reasonable accuracy.
The annual return is filed privately with the registered agent of the BVI company and will not be accessible to the public in any way. The requirement for an annual return will not apply to public companies or to BVI regulated entities that already provide accounts to the BVI Financial Services Commission (including investment funds that submit annual accounts).
The first annual returns must be filed within 9 months after the end of the company’s financial/fiscal year ending on or after 31 December 2023. The deadlines for common financial year-ends are set-out below.
| Financial Year End | First Deadline | Annual Deadline Thereafter |
| 31 December 2023 | 30 September 2024 | 30 September |
| 31 March 2024 | 31 December 2024 | 31 December |
| 30 June 2024 | 31 March 2025 | 31 March |
To the extent that a BVI company has not previously adopted a financial year end (or now wishes to change its current financial year end date) this can normally be done by a resolution of the board.
For companies in liquidation, annual returns are not required to be prepared for any financial periods in which the company is in liquidation. Returns must however be filed in respect of all financial years prior to the commencement of the liquidation.
Conyers Corporate Services provides a range of accounting services to assist with the preparation and filing of your annual returns. Conyers Corporate Services will be reaching out in due course based on your company’s financial year end with a link to upload your annual return. For further information, please contact your usual Conyers contact or one of our corporate managers or lawyers listed below.